CONTROLS AND PROCEDURES
−Removed: Evaluation of Disclosure Controls
−Removed: and Procedures
−Removed: As of the end
−Removed: of the period covered by this Annual Report, under the supervision and with the participation of DSC’s management, including
−Removed: its principal executive officer and principal financial officer, DSC conducted an evaluation of its disclosure controls and procedures,
−Removed: as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended
−Removed: (the “Exchange Act”).
−Removed: Based on this evaluation, DSC’s principal executive officer and principal financial officers
−Removed: have concluded that DSC’s disclosure controls and procedures are not effective to ensure that information required to be
−Removed: disclosed by DSC in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within
−Removed: the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules based on the material
−Removed: weakness described below.
−Removed: Management’s Report on Internal
−Removed: Control Over Financial Reporting
+Added: of Disclosure Controls and Procedures
+Added: of the end of the period covered by this Annual Report, under the supervision and with the participation of DSCs management,
+Added: including its principal executive officer who is also its principal financial officer, DSC conducted an evaluation of its disclosure
+Added: controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange
+Added: Act of 1934, as amended (the Exchange Act).
+Added: Based on this evaluation, DSCs principal executive officer and
+Added: principal financial officer concluded that DSCs disclosure controls and procedures are not effective to ensure that information
+Added: required to be disclosed by DSC in the reports it files or submits under the Exchange Act is recorded, processed, summarized,
+Added: and reported within the time periods specified in the Securities and Exchange Commissions (the SEC) rules
+Added: based on the material weakness described below.
+Added: Report on Internal Control Over Financial Reporting
management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule
9 unchanged sentences
detection of unauthorized acquisition, use, or disposition of DSCs assets that could have a material effect on the financial
−Removed: Management conducted
−Removed: an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated
−Removed: Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992.
−Removed: Management’s assessment
−Removed: included an evaluation of the design of DSC’s internal control over financial reporting and testing of the operational effectiveness
−Removed: of our internal control over financial reporting.
+Added: Management conducted an evaluation
+Added: of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework
+Added: issued by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control-Integrated Framework.
+Added: Management’s
+Added: assessment included an evaluation of the design of DSC’s internal control over financial reporting and testing of the operational
+Added: effectiveness of our internal control over financial reporting.
Based on this evaluation, management has determined that as of December
31, 2020, there were material weaknesses in our internal control over financial reporting.
−Removed: The material weaknesses identified during
−Removed: management’s assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that
−Removed: our financial statements and notes thereto are prepared in accordance with GAAP and (ii) a lack of segregation of duties to ensure
−Removed: adequate review of financial statement preparation.
−Removed: In light of these material weaknesses, management has concluded that, as of
−Removed: December 31, 2019, DSC did not maintain effective internal control over financial reporting.
−Removed: As defined by the Public Company
−Removed: Accounting Oversight Board Auditing Standard No.
−Removed: 5, a material weakness is a deficiency or a combination of deficiencies, such
−Removed: that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be
−Removed: prevented or detected.
−Removed: In order to ensure the effectiveness of DSC’s disclosure controls in the future, DSC intends on adding
−Removed: financial staff resources to our accounting and finance department.
−Removed: Because of its
−Removed: inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Therefore, even those
−Removed: systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: Report does not include an attestation report of DSC’s registered public accounting firm regarding internal control over
−Removed: financial reporting.
−Removed: Management’s report was not subject to attestation by DSC’s registered public accounting firm
−Removed: pursuant to rules of the SEC that permit DSC to provide only management’s report in this Annual Report.
+Added: The material weaknesses identified during management’s
+Added: assessment were (i) a lack of sufficient internal accounting expertise to provide reasonable assurance that our financial statements and
+Added: notes thereto are prepared in accordance with GAAP and (ii) a lack of segregation of duties to ensure adequate review of financial statement
+Added: In light of these material weaknesses, management has concluded that, as of December 31, 2020, DSC did not maintain effective
internal control over financial reporting.
−Removed: There have been
−Removed: no significant changes in DSC’s internal control over financial reporting during the most recently completed fiscal quarter
−Removed: ended December 31, 2018 that have materially affected, or is reasonably likely to materially affect, DSC’s internal control
+Added: As defined by the Public Company Accounting Oversight Board Auditing Standard No.
+Added: 5, a material
+Added: weakness is a deficiency or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of
+Added: the annual or interim financial statements will not be prevented or detected.
+Added: In order to ensure the effectiveness of DSC’s disclosure
+Added: controls in the future, DSC intends on adding financial staff resources to our accounting and finance department that have the requisite
+Added: of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Therefore, even
+Added: those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation
+Added: and presentation.
+Added: Annual Report does not include an attestation report of DSCs registered public accounting firm regarding internal control
over financial reporting.
+Added: Managements report was not subject to attestation by DSCs registered public accounting
+Added: firm pursuant to rules of the SEC that permit DSC to provide only managements report in this Annual Report.
+Added: in Internal Control over Financial Reporting
+Added: have been no significant changes in DSCs internal control over financial reporting during the most recently completed fiscal
+Added: quarter ended December 31, 2020 that have materially affected, or is reasonably likely to materially affect, DSCs internal
+Added: control over financial reporting.
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The following
−Removed: table sets forth the names, ages, and positions of DSC’s executive officers and directors as of the December 31, 2019.
−Removed: officers are elected annually by DSC’s Board of Directors.
−Removed: Each executive officer holds his office until he resigns, is
−Removed: removed by the Board, or his successor is elected and qualified.
−Removed: Each director holds his office until his successor is elected
−Removed: and qualified or his earlier resignation or removal.
+Added: The following table sets forth
+Added: the names, ages, and positions of DSC’s executive officers and directors.
+Added: Executive officers are elected annually by DSC’s
+Added: Board of Directors.
+Added: Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and
+Added: Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
Chairman of the Board, Chief Executive Officer, Chief Financial Officer
−Removed: Director, Treasurer, President
−Removed: Director, Corporate Secretary, President of Technical Operations
+Added: Director, President
+Added: Director, Executive Vice President
Matthew Grover
−Removed: Piluso, President .
−Removed: Piluso is DSC’s Chief Executive Officer, Chief Financial Officer and Chairman of the
−Removed: Prior to founding DSC in 2001, Mr.
−Removed: Piluso founded North American Telecommunication Corporation a facilities-based
−Removed: Competitive Local Exchange Carrier licensed by the Public Service Commission in ten states, serving as the company’s
−Removed: Chairman and President from 1997 to 2000.
+Added: Piluso, Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Treasurer
+Added: Piluso is DSCs Chief Executive Officer, Chief Financial Officer and Chairman of the Board.
+Added: He has served as Chief Executive
+Added: Officer since 2008, Chief Financial Officer since 2014, Treasurer since 2020, and Chairman of the Board since 2008.
+Added: Prior to founding
+Added: DSC in 2001, Mr.
+Added: Piluso founded North American Telecommunication Corporation a facilities-based Competitive Local Exchange Carrier
+Added: licensed by the Public Service Commission in ten states, serving as the companys Chairman and President from 1997 to 2000.
Between 1990 and 1997, Mr.
−Removed: Piluso served as Chairman & Founder of International
−Removed: Telecommunications Corporation (“ITC”), a facilities-based international carrier licensed by the Federal
−Removed: Communications Commission.
−Removed: ITC participated in a consolidation strategy that went public in 1997 for 800 million dollars.
−Removed: Piluso holds a bachelor’s degree, a Master of Arts in Political Science and Public Administration and a Masters of
−Removed: Business Administration all from St.
−Removed: John’s University.
−Removed: He was an Instructor Professor at St.
+Added: Piluso served as Chairman & Founder of International Telecommunications Corporation (ITC),
+Added: a facilities-based international carrier licensed by the Federal Communications Commission.
+Added: ITC participated in a consolidation
+Added: strategy that went public in 1997 for $800 million.
+Added: Piluso holds a bachelors degree, a Master of Arts in Political
+Added: Science and Public Administration and a Master of Business Administration all from St.
Johns University.
−Removed: College of Business from 1986 through 1988.
−Removed: From 2001 to 2013, served on the Board of Trustees of Molloy College.
−Removed: served on the Board of Governors at St.
−Removed: John’s University from 2001 to 2016 and Governor Emeritus;
−Removed: and, is currently
−Removed: serving on the Board of Advisors for the Nassau County Police Department Foundation.
−Removed: DSC’s President and Treasurer and serves as a Director.
+Added: He was an Instructor
+Added: Professor at St.
+Added: Johns University, College of Business from 1986 through 1988.
+Added: From 2001 to 2013, served on the Board of
+Added: Trustees of Molloy College.
+Added: Piluso served on the Board of Governors at St.
+Added: Johns University from 2001 to 2016 and Governor
+Added: and, is currently serving on the Board of Advisors for the Nassau County Police Department Foundation.
+Added: We believe that Mr.
+Added: Piluso is qualified to serve as
+Added: a member of our Board due to his technical expertise and management experience of technology and communications companies.
+Added: Schwartz, President and Director
+Added: Schwartz is DSCs President and serves as a Director.
+Added: He has served as President and Director since December 2016 and served
+Added: as Treasurer from 2016 to 2020.
Since 1995, Mr.
−Removed: Schwartz has served as vice president of ABC Services,
−Removed: Inc., which he co-founded, where he was responsible for the strategic direction of the company, operations, business development
−Removed: Over the past two decades, Mr.
−Removed: Schwartz has honed his expertise in IBM business systems, business continuity and helping
−Removed: organizations increase IT performance while reducing costs.
+Added: Schwartz has served as vice president of ABC Services, Inc., which he co-founded,
+Added: where he was responsible for the strategic direction of the company, operations, business development and sales.
+Added: Over the past
+Added: two decades, Mr.
+Added: Schwartz has honed his expertise in IBM business systems, business continuity and helping organizations increase
+Added: IT performance while reducing costs.
In addition, Mr.
−Removed: Schwartz is the founder of Systems Trading, Inc.,
−Removed: a technology leasing company established in 1997, where Mr.
−Removed: Schwartz serves as the company’s CEO and president.
−Removed: founding these two businesses, Mr.
+Added: Schwartz is the founder of Systems Trading, Inc., a technology leasing company
+Added: established in 1997, where Mr.
+Added: Schwartz serves as the companys CEO and president.
+Added: Prior to founding these two businesses,
Schwartz was with CAC Leasing for six years, where he started a lease asset sales division in 1991.
−Removed: This division was established shortly after Mr.
−Removed: Schwartz earned his bachelor’s degree in business from California State
−Removed: University in San Bernardino.
+Added: This division was established
+Added: shortly after Mr.
+Added: Schwartz earned his bachelors degree in business from California State University in San Bernardino.
Since 2010, Mr.
Schwartz has served on the Board of Advisors for Data Storage Corporation.
−Removed: Kempster is DSC’s President of Technical Operations and Secretary and serves as a Director.
+Added: We believe that Mr.
+Added: Schwartz is qualified to serve
+Added: as a member of our Board due to his proven ability to strengthen and improve the operations of the companies he has been a part of his
+Added: experience in sales and business development and his knowledge of the industry.
+Added: Kempster, President of Technical Operations and Director
+Added: Kempster is DSC’s President
+Added: of Service Operations and serves as a Director.
+Added: Until March 29, 2021 he had served as DSC’s President of Technical Operations.
+Added: has served as Director since December 2016, Executive Vice President since 2020, and served as Secretary from 2016 to 2020.
Prior to DCS’s
−Removed: acquisition of ABC, Mr.
−Removed: Kempster founded and developed ABC into one of New York’s oldest and most trusted solutions providers
−Removed: specializing in IBM power environments since 1994.
−Removed: As President, Tom was the company’s visionary and is responsible for
−Removed: developing strategic partnerships with many industry leaders such as IBM, Microsoft, and VMware to build a successful solution-driven
−Removed: ABC Services, with the help of its strategic partnerships works with organizations across the United States and continues
−Removed: to expand its reach.
−Removed: Tom began his career in 1985 as a computer technician at Systems Configuration Services (SCS) where he was
−Removed: trained on IBM System 3x hardware and software operating systems.
−Removed: In 1989, he was hired by Diversified Data Corp.
−Removed: as their general
−Removed: manager to assist in building a Technical Division to support IBM-specific sales.
−Removed: Tom spearheaded the service division into a
−Removed: successful and profitable entity within 36 months.
−Removed: He then joined CAC Leasing where his business development experiences further
−Removed: inspired his vision to form ABC Services.
−Removed: Argen has been a Director since 2008.
−Removed: Argen is a Business Consultant and Developer specializing in the information
−Removed: technology, telecommunications and construction industries.
−Removed: He is a seasoned professional that brings 30 years of experience and
−Removed: entrepreneurial success from working with small business owners to Fortune 500 firms.
+Added: acquisition of ABC in 2016, Mr.
+Added: Kempster founded and developed ABC Services, Inc., a solutions provider specializing in IBM power environments
+Added: Kempster was ABC’s visionary and was responsible for developing strategic partnerships with many industry leaders
+Added: such as IBM, Microsoft, and VMware to build a successful solution-driven business.
+Added: ABC Services, Inc., with the help of its strategic
+Added: partnerships, worked with organizations across the United States and continued to expand.
+Added: Kempster began his career in 1985 as a computer
+Added: technician at Systems Configuration Services (SCS) where he was trained on IBM System hardware and software operating systems.
+Added: he was hired by Diversified Data Corp.
+Added: as their general manager to assist in building a Technical Division to support IBM-specific sales.
+Added: Kempster spearheaded the service division into a successful and profitable entity.
+Added: Kempster then joined CAC Leasing where his
+Added: business development experiences further inspired his vision to form ABC Services, Inc.
+Added: We believe that Mr.
+Added: Kempster is qualified to serve
+Added: as a member of our Board because of his practical experience in a broad range of competencies including his industry experience.
+Added: Argen, Director
+Added: Argen has been a Director since January 12, 2006.
+Added: Argen has been a Business Consultant and Developer specializing in the information
+Added: technology, telecommunications, and construction industries since 2003.
+Added: He is a seasoned professional that brings 30 years of
+Added: experience and entrepreneurial success from working with small business owners to Fortune 500 firms.
From 1992 to 2003, Mr.
−Removed: Argen was the CEO
−Removed: and founder of DCC Systems, a privately held nationwide Technology Design / Build Construction Development and Consulting Solutions
−Removed: Argen built DCC Systems from the ground up, re-engineering the firm several times to meet the needs of its clientele
−Removed: and enabled DCC Systems to produce gross revenues exceeding 100 million dollars in 2000.
−Removed: Argen has been a guest speaker at
−Removed: numerous corporate seminars and industry shows.
−Removed: He has been featured on NBC’s “Business Now” which accredited
−Removed: his Technology Construction Management methodology as an innovative process for implementing high tech projects on time and within
+Added: was the CEO and founder of DCC Systems, a privately held nationwide Technology Design / Build Construction Development and Consulting
+Added: Solutions firm.
+Added: Argen built DCC Systems from the ground up, re-engineering the firm several times to meet the needs of its
+Added: clientele and enabled DCC Systems to produce gross revenues exceeding 100 million dollars in 2000.
Prior to DCC Systems Mr.
−Removed: Argen held senior management positions at ITT/Metromedia (15 years) and was VP of Engineering
−Removed: & Operations at DataNet, a Wilcox & Gibbs company (2 years).
−Removed: Throughout his corporate tenure, he has worked in Operations,
−Removed: Marketing, Systems Engineering, Telecommunications and Information Technology.
−Removed: In a career that spans 30 years he has had full
−Removed: responsibility for technology related and construction projects worth over a billion dollars.
−Removed: Argen graduated Pace University
−Removed: with a BPS in Finance.
−Removed: His commitment to continued education is reflected in his completion to over 2000 hours of corporate sponsored
−Removed: Argen also holds a Federal Communication Commission (FCC) Radio Telephone 1st Class License.
−Removed: Hoffman has been a Director since 2008.
−Removed: Hoffman is a partner at Kelley Drye & Warren LLP in the firm’s
+Added: held senior management positions for 15 years at ITT/Metromedia and was VP of Engineering& Operations at DataNet, a Wilcox
+Added: & Gibbs company for 2 years.
+Added: Throughout his corporate tenure, he has worked in Operations, Marketing, Systems Engineering,
+Added: Telecommunications and Information Technology.
+Added: Argen graduated Pace University with a BPS in Finance.
+Added: His commitment to continued
+Added: education is reflected in his completion to over 2000 hours of corporate sponsored courses.
+Added: Argen also holds a Federal Communication
+Added: Commission (FCC) Radio Telephone 1st Class License.
+Added: We believe that Mr.
+Added: qualified to serve as a member of our Board because of his practical experience in managing the growth of companies, including technology
+Added: and communication companies, and his general knowledge and experience of the industry.
+Added: Hoffman, Director
+Added: Hoffman has been a Director since August 29,2001.
+Added: Hoffman has been a partner at Kelley Drye & Warren LLP in the firms
Washington, D.C.
−Removed: His commercial practice focuses on real estate and corporate transactions cutting across a wide range
−Removed: of industries.
−Removed: Hoffman’s real estate practice involves developers, borrowers, lenders, buyers, sellers, landlords and
−Removed: Hoffman’s corporate experience includes the purchase and sale of assets and companies as well as venture capital,
−Removed: equipment leasing and institutional financing transactions.
−Removed: Hoffman represents telecommunications companies, real estate developers,
−Removed: lenders, venture capital funds, emerging growth companies, thoroughbred horse industry interests and high net-worth individuals.
−Removed: Hoffman received his Bachelors’ of Science, cum laude , from the University of Maryland and his Juris Doctor degree,
−Removed: with honors, from the George Washington University Law School.
−Removed: Maglione has been a Director since 2008.
−Removed: Maglione is a partner in the accounting firm Eisner & Maglione
−Removed: Maglione, a co-founder of DSC, LLC, is a financial management veteran with more than 30 years of experience.
−Removed: to joining DSC, LLC Mr.
−Removed: Maglione was a co-founder of North American Telecommunications Corporation, a local phone service provider
−Removed: which provides local and long-distance telephone services and data connectivity to small and medium sized businesses.
−Removed: American Telecommunications Corporation Mr.
−Removed: Maglione was Chief Financial Officer, Executive Vice President and was responsible
−Removed: for all finance, legal and administration.
−Removed: During his tenure (September 1997-January 2001) Mr.
−Removed: Maglione successfully raised over
−Removed: $100 million in debt and equity funding for North American Telecommunications Corporation.
−Removed: Prior to North American Telecommunications
−Removed: Corporation Mr.
−Removed: Maglione spent over 14 years in public accounting and he brings a broad range of experience related to companies
−Removed: in the technology, retail services and manufacturing industries.
−Removed: Maglione is a member of the New York State Society of CPAs.
−Removed: He holds a Bachelor of Science degree in Accountancy;
−Removed: a Master of Science in Taxation and is a Certified Public Accountant.
−Removed: Stein has been a Director since 2010.
−Removed: Stein founded Savitar in 1988 as a real estate advisory company providing assistance
−Removed: to beleaguered lenders and financial institutions on their nonperforming real estate assets.
−Removed: Stein has acted as an expert
−Removed: witness in countless litigation matters involving real estate transactions and has been appointed as a Receiver, Examiner, and
−Removed: Trustee in State and Federal Courts.
−Removed: Stein is an attorney and a member of the Florida Bar Association since 1982.
−Removed: his Juris Doctor Degree from the University of Miami.
−Removed: He was graduated with honors by American University with Bachelor of Science
−Removed: Degrees in finance and accounting.
−Removed: From September 1982 through 1984, he served as a law clerk to the Honorable Joseph A.
−Removed: Bankruptcy Judge for the Southern District of Florida.
−Removed: Stein formed Savitar Realty Advisors, as a real estate
−Removed: advisory and management organization, whose clients were primarily financial institutions and government agencies.
−Removed: Cliff Stein) has been appointed Receiver, Examiner, or Trustee in numerous foreclosures or bankruptcies and has been retained
−Removed: as advisor to financial institutions in connection with their troubled assets or their intended acquisition of portfolios of troubled
−Removed: Stein currently serves as Chairman and Chief Executive Officer of Savitar.
−Removed: Stein served as a member of the Board
−Removed: of Directors of Cenvill Development, formerly a $500 million, publicly-traded real estate concern, having been appointed to the
−Removed: Board by the FDIC to represent its interest as the single-largest shareholder.
−Removed: Stein was appointed in 1993 by the Governor
−Removed: of Florida to serve as a Commissioner on the Florida Real Estate Commission, which appointment was subsequently ratified by the
−Removed: Florida Senate.
−Removed: In January 1996, Mr.
−Removed: Stein was elected to be the Chairman of the Commission.
−Removed: Stein recently concluded his
−Removed: second and final term.
−Removed: John Coghlan.
−Removed: Coghlan has been a Director since 2011.
−Removed: Coghlan was a managing director with Lehman Brothers Bank, a global investment
−Removed: bank based in New York City, for 27 years.
−Removed: He served in numerous management capacities in the firm’s fixed income and prime
−Removed: brokerage divisions.
−Removed: Coghlan was a member of both the firm’s fixed income and equity division’s management committees.
−Removed: From September of 2008 to July 2010 Mr.
−Removed: Coghlan worked in the prime broker division at Barclays Capital.
−Removed: Coghlan is a past
−Removed: chairperson of the Bond Market Association’s funding division.
−Removed: Coghlan is a former board member of Lehman Brothers bank
−Removed: and is currently a board member of Molloy College.
−Removed: He has also served on the boards of the Dorothy Rodbell Cohen foundation for
−Removed: Sarcoma Research, the Friends of Mercy Hospital, and the Rockville Centre 911 Fund.
−Removed: Coghlan received an undergraduate degree
−Removed: from Massachusetts College of Liberal Arts in 1978 as well as an Honorary Doctor of Laws in 2002.
−Removed: He also has an EdM from Harvard
−Removed: Correll has served as a financial and operations executive consultant and board member for SACo, a leading online retail operation,
−Removed: from 2017 through the present, which has grown from a pre-revenue startup operation in 2017 start to generate $50 million in annual
+Added: office since June 1999.
+Added: His commercial practice focuses on real estate and corporate transactions cutting across
+Added: a wide range of industries.
+Added: Hoffmans real estate practice involves developers, borrowers, lenders, buyers, sellers,
+Added: landlords and tenants.
+Added: Hoffmans corporate experience includes the purchase and sale of assets and companies as well
+Added: as venture capital, equipment leasing and institutional financing transactions.
+Added: Hoffman represents telecommunications companies,
+Added: real estate developers, lenders, venture capital funds, emerging growth companies, thoroughbred horse industry interests and high
+Added: net-worth individuals.
+Added: Hoffman received his Bachelor of Science, cum laude , from the University of Maryland and
+Added: his Juris Doctor degree, with honors, from the George Washington University Law School.
+Added: We believe that Mr.
+Added: Hoffman’s
+Added: legal knowledge, leadership experience and general industry familiarity will be a substantive contribution to the Board.
+Added: Maglione, Director
+Added: Maglione has been a Director since August 29, 2001.
+Added: Maglione has been a partner in the accounting firm Eisner & Maglione
+Added: CPAs, LLC since January 2007.
+Added: Maglione, a co-founder of DSC, LLC, is a financial management veteran with more than 30 years
+Added: of experience.
+Added: Prior to joining the Company in 1991, Mr.
+Added: Maglione was a co-founder of North American Telecommunications Corporation
+Added: (NATC), a local phone service provider which provides local and long-distance telephone services and data connectivity
+Added: to small and medium sized businesses, where Mr.
+Added: Maglione served as NATCs Chief Financial Officer and Executive Vice President
+Added: from September 1997 through January 2001 where he was responsible for all finance, legal and administration functions.
+Added: Maglione spent over 14 years in public accounting, and he brings a broad range of experience related to companies in
+Added: the technology, retail services and manufacturing industries.
+Added: Maglione holds a Bachelor of Science degree in Accountancy from
+Added: Hofstra University, a Master of Science in Taxation from LIU Post, and is a Certified Public Accountant.
+Added: Maglione is a member
+Added: of the New York State Society of CPAs.
+Added: We believe that Mr.
+Added: is qualified to serve as a member of our Board because of his managerial and executive experiences, and his in-depth knowledge of telecommunications
+Added: and technology companies.
+Added: Correll, Director
+Added: Correll has served as a Director form August 2014 until September 6, 2017 and then was reappointed to serve as a Director on November
+Added: 5, 2019, and Mr.
+Added: Correll previously served as a Director from 2014 to 2017.
+Added: Correll has served as a financial and operations
+Added: executive consultant and board member for SACo, a leading online retail operation.
From 2001 through 2017, Mr.
−Removed: Correll founded and served as CEO of Broadsmart Florida, Inc.
−Removed: (“Broadsmart”),
−Removed: a facility-based VoIP carrier.
−Removed: Correll’s leadership as its CEO, Broadsmart grew from a local phone company
−Removed: to a nationwide carrier delivering IP based dial tone, broadband and ancillary services from small to large companies in every
−Removed: state, including establishing a strategic business relationship with IBM which allowed Broadsmart to migrate one of the country’s
−Removed: largest auto supply chains with over 4,000 locations and more than 28,000 phone lines to the Broadsmart platform.
−Removed: was acquired by Magic Jack in 2016, and Mr.
−Removed: Correll continued to serve as its CEO until 2017.
−Removed: Correll received a bachelor’s
−Removed: degree in Business from Syracuse University.
−Removed: Correll holds a private pilot's license as well as a USCG Captains license.
−Removed: Matt Grover .
−Removed: Grover is Executive Vice President of Business Services at Altice USA (NYSE:
−Removed: ATUS), which is one of the largest broadband
−Removed: communications and video services providers in the United States, delivering broadband, pay television, mobile, proprietary content
−Removed: and advertising services to approximately 4.9 million residential and business customers across 21 states through its Optimum
−Removed: and Suddenlink brands.
−Removed: The company operates a4, an advanced advertising and data business, which provides audience-based, multiscreen
−Removed: advertising solutions to local, regional and national businesses and advertising clients.
+Added: Correll founded
+Added: and served as CEO of Broadsmart Florida, Inc.
+Added: (Broadsmart), a facility-based VoIP carrier.
+Added: leadership as its CEO, Broadsmart grew from a local phone company to a nationwide carrier delivering IP based dial tone, broadband
+Added: and ancillary services.
+Added: Broadsmart was acquired by Magic Jack in 2016 for $42 million, and Mr.
+Added: Correll continued to serve as its
+Added: CEO until 2017.
+Added: Correll attended Syracuse University.
+Added: Correll holds a pilots license as well as a USCG Captains
+Added: We believe that Mr.
+Added: Correll’s
+Added: experience with the Company and his executive experience at telecommunications and technology companies will be a positive contribution
+Added: to the Board.
+Added: Grover, Director
+Added: Grover has served as a Director
+Added: since November 5, 2019.
+Added: Since January 2019, Mr.
+Added: Grover has served as the Executive Vice President of Business Services at Altice USA (NYSE:
+Added: ATUS), which is one of the largest broadband communications and video services providers in the United States, delivering broadband, pay
+Added: television, mobile, proprietary content and advertising services to approximately 4.9 million residential and business customers across
+Added: 21 states through its Optimum and Suddenlink brands.
+Added: The company operates an advanced advertising and data business, which provides audience-based,
+Added: multiscreen advertising solutions to local, regional and national businesses and advertising clients.
Altice USA also offers hyper-local,
national, international and business news through its News 12, Cheddar and i24NEWS networks.
−Removed: Grover began his 19-year Altice
−Removed: USA career in 2001 when he joined Altice USA’s Lightpath division as Director of Sales Planning.
−Removed: Since then, he has held
−Removed: various positions with increasing responsibilities.
−Removed: Grover assumed the position of Vice President and General Manager
−Removed: of Optimum West Commercial Services, overseeing sales and sales operations in the Rocky Mountain States of Montana, Wyoming, Colorado,
−Removed: and Utah, until it was sold to Charter Communications in August 2013.
−Removed: From 2013 to 2018, he was Senior Vice President of Commercial
−Removed: Sales, Product, and Marketing.
−Removed: And in early 2019, he was promoted to EVP of Business Services.
+Added: Grover began his 19-year Altice USA career
+Added: in 2001 when he joined Altice USA’s Lightpath division as Director of Sales Planning.
+Added: Since then, he has held various positions
+Added: with increasing responsibilities.
+Added: Grover assumed the position of Vice President and General Manager of Optimum West Commercial
+Added: Services, overseeing sales and sales operations in the Rocky Mountain States of Montana, Wyoming, Colorado, and Utah, until it was sold
+Added: to Charter Communications in August 2013.
+Added: From 2013 to 2018, he was Senior Vice President of Commercial Sales, Product, and Marketing.
+Added: In early 2019, he was promoted to EVP of Business Services.
Prior to joining Altice USA, Mr.
−Removed: Grover held various management positions over the course of nearly ten years, including Vice President of Sales at North American
−Removed: Telecom, Global Account Manager at AT&T in Los Angeles, CA, and District Sales Manager at AT&T in New York, NY.
−Removed: as an Advisory Board Member of Data Storage Corporation and is a member of the Board of Trustees at Molloy College in Rockville
−Removed: Grover attained his BA in Economics from Stony Brook University and earned his MBA from the University of Southern
+Added: Grover held various management positions
+Added: over the course of nearly ten years, including Vice President of Sales at North American Telecom, Global Account Manager at AT&T in
+Added: Los Angeles, CA, and District Sales Manager at AT&T in New York, NY.
+Added: He serves as an Advisory Board Member of Data Storage Corporation
+Added: and is a member of the Board of Trustees at Molloy College in Rockville Centre, NY.
+Added: Grover attained his BA in Economics from Stony
+Added: Brook University and earned his MBA from the University of Southern California.
+Added: believe that Mr.
+Added: Grover is qualified to serve as a member of our Board because of his practical experience in a broad range of
+Added: competencies including his public company experience.
+Added: of the Board of Directors
+Added: The Board of Directors has a
+Added: standing Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee.
+Added: The following table shows
+Added: the directors who are currently members or Chairman of each of these committees.
+Added: Board Members
+Added: Corporate Governance
+Added: Matthew Grover
+Added: Joseph Hoffman
+Added: Thomas Kempster
+Added: Larry Maglione
+Added: Argen serves as our independent Lead Director .
+Added: Composition of our Board of Directors
+Added: Our board of directors currently
+Added: consists of eight members.
+Added: Our directors hold office until their successors have been elected and qualified or until the earlier of their
+Added: death, resignation, or removal.
+Added: There are no family relationships among any of our directors or executive officers.
+Added: Director Independence
+Added: With the exception of Charles
+Added: Piluso, Harold J.
+Added: Schwartz, and Thomas C.
+Added: Kempster, our Board has determined that all of our present directors and our former directors
+Added: are independent, in accordance with the Listing Rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”).
+Added: has determined that, under the Nasdaq Listing Rules, Charles M.
+Added: Piluso, Harold J.
+Added: Schwartz, and Thomas C.
+Added: Kempster are not independent
+Added: directors because they are employees of the Company.
+Added: Our Board has determined that:
+Added: John Argen (Chair), Joseph Hoffman, and Matthew Grover are independent under the Nasdaq Listing Rules’
+Added: independence standards for
+Added: the members of our Board’s audit committee (the “Audit Committee”);
+Added: Joseph Hoffman (Chair), Todd Correll, and Matthew
+Added: Grover are independent under the Nasdaq Listing Rules independence standards for the members of our Board compensation committee (the
+Added: “Compensation Committee”);
+Added: and Larry Maglione (Chair), Joseph Hoffman and John Argen are independent under the Nasdaq Listing
+Added: independence standards for the members of our Board’s Nominating & Corporate Governance committee (the “Nominating
+Added: & Corporate Governance Committee”).
Term of Office
−Removed: Our directors
−Removed: are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from
−Removed: office in accordance with our bylaws.
−Removed: Our officers are appointed by our board of directors and hold office until removed by the
+Added: Our directors are appointed for
+Added: a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with
+Added: Our officers are appointed by our board of directors and hold office until removed by the board.
Audit Committee
−Removed: During the fiscal year ended December 31, 2019,
−Removed: the Company had an audit committee consisting of non-executive directors.
−Removed: The audit committee members include:
−Removed: John Coghlan, Cliff
−Removed: Stein, Thomas Kempster and Harold Schwartz.
−Removed: Although the Board of Directors does have an audit committee comprised of independent
−Removed: directors, the audit committee does not have an audit committee financial expert at this time.
−Removed: DSC believes that the financial
−Removed: experience and combined skill set of the members of our audit committee are sophisticated enough for performance of the duties
−Removed: of the audit committee financial expert.
−Removed: In addition, DSC’s securities are not listed on a national exchange securities and
−Removed: are not subject to the special corporate governance requirements of any such exchanges.
−Removed: However, DSC does intend to search for
−Removed: a qualified individual to fill the role of the audit committee financial expert.
+Added: As of January 7, 2021, the Company
+Added: has an Audit Committee consisting of non-executive directors.
+Added: The Audit Committee members are:
+Added: John Argen (Chair), Matthew Grover and
+Added: Joseph Hoffman.
+Added: DSC’s securities are not listed on a national exchange securities and are not subject to the special corporate governance
+Added: requirements of any such exchanges;
+Added: however we have applied to list our common stock on the Nasdaq.
+Added: The Board has determined that Joseph
+Added: Hoffman is an “Audit Committee Financial Expert”
+Added: as defined by SEC rules and regulations.
+Added: The Audit Committee operates pursuant
+Added: to a written charter adopted by the board of directors, which is available on our website at www.DataStorageCorp.com .
+Added: describes in more detail the nature and scope of responsibilities of the Audit Committee.
+Added: Compensation Committee
+Added: As of January 7, 2021, the
+Added: Company has a Compensation Committee consisting of non-executive directors.
+Added: The Compensation Committee members are:
+Added: Joseph Hoffman (Chair),
+Added: Todd Correll and Matthew Grover.
+Added: DSC’s securities are not listed on a national exchange securities and are not subject to the special
+Added: corporate governance requirements of any such exchanges.
+Added: The Compensation Committee operates pursuant to a written charter adopted by
+Added: the board of directors, which is available on our website at www.datastorage.com .
+Added: The charter describes in more detail the nature
+Added: and scope of responsibilities of the Compensation Committee.
+Added: Nominating & Corporate Governance Committee
+Added: As of January 7, 2021, the
+Added: Company has a Nominating & Corporate Governance Committee consisting of non-executive directors.
+Added: The Nominating & Corporate Governance
+Added: Committee members include:
+Added: Lawrence Maglione (Chair), John Argen and Mr.
+Added: The Nominating & Corporate Governance Committee
+Added: operates pursuant to a written charter adopted by the board of directors, which is available on our website at www.datastorage.com .
+Added: The charter describes in more detail the nature and scope of responsibilities of the Nominating & Corporate Governance Committee.
+Added: Merger and Acquisition Committee
+Added: As of January 7, 2021, the Company
+Added: has a merger and acquisition committee (the “M&A Committee”) consisting of non-executive directors.
+Added: The M&A Committee
+Added: Lawrence Maglione (Chair), John Coghlan, John Argen, Todd Correll.
+Added: DSC’s securities are not listed on a national exchange
+Added: and are not subject to the special corporate governance requirements of any such exchanges.
Family Relationships
−Removed: One part-time employee, reporting to our controller,
−Removed: is the wife of the President of Technical Operations and there is no direct report relationship.
−Removed: Compliance with Section 16(A)
−Removed: of the Exchange Act.
−Removed: Section 16(a)
−Removed: of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered
−Removed: class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required
−Removed: to furnish copies to the Company.
−Removed: Several officers and directors are currently behind their Section 16(a) filings.
−Removed: They are working
−Removed: to make sure the filings are completed in the near future.
+Added: One part-time employee, reporting
+Added: to our controller, is the wife of Thomas C.
+Added: Kempster, our President of Technical Operations and there is no direct reporting relationship
+Added: between such employee and Mr.
+Added: Delinquent Section 16(A) Reports.
+Added: Section 16(a) of the Exchange
+Added: Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s
+Added: equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company.
+Added: Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange
+Added: Commission, the following officers and directors filed the following number of transactions on Section 16 beneficial ownership disclosure
+Added: filings late for transactions:
+Added: Piluso filed six Form 5’s for late filings with respect to nine transactions, and two Form 4’s with respect to 15 transactions.
+Added: John Argen filed five form 5’s for late filings with respect to five transactions.
+Added: Coghlan filed five Form 5’s for late filings with respect to five transactions.
+Added: Hoffman filed five Form 5’s for late filings with respect to five transactions.
+Added: Thomas Kempster filed two Form 5’s for late filings with respect to two transactions;
+Added: one Form 4 for late filings with respect to two transactions;
+Added: and one Form 3 late.
+Added: Clifford Stein filed five Form 5’s for late filings with respect to five transactions, and one Form 4 with respect to six transactions.
+Added: Howard Schwartz filed three Form 5’s for late filings with respect to three transactions, and one Form 3 with respect to one transaction.
+Added: Lawrence Maglione filed five Form 5’s for late filings with respect to five transactions.
+Added: Todd Correll filed one Form 3 late with respect to one transaction.
+Added: Wendy Schmittzeh filed one Form 3 late with respect to six transactions.
+Added: Matthew Grover filed one Form 3 late with respect to one transaction.
Code of Ethics
−Removed: DSC has adopted
−Removed: a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer.
−Removed: This Code of Ethics is incorporated by
−Removed: reference to DSC’s Form 10-K filed on March 31, 2009.
+Added: has adopted a Code of Ethics applicable to its Directors, Officers and Employees.
+Added: A copy of our Code of Ethics is available on
+Added: our website at www.DataStorageCorp.com .
EXECUTIVE COMPENSATION
−Removed: Compensation of Executive Officers
−Removed: The following
−Removed: summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by
−Removed: the Company during the fiscal year ended December 31, 2019, in all capacities for the accounts of our executive officers, including
−Removed: the Chief Executive Officer (CEO).
+Added: of Executive Officers
+Added: The following summary compensation
+Added: table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by the Company during the fiscal
+Added: years ended December 31, 2020 and December 31, 2019, in all capacities for the accounts of our executive officers, including the Chief
+Added: Executive Officer.
Compensation Table
Incentive Plan
−Removed: Piluso, Chief Executive Officer,
−Removed: and Chairman of the Board
+Added: Piluso, Chief Executive Officer, Chief Financial Officer, Treasurer and Chairman of the Board
Harold Schwartz - President
−Removed: Tom Kempster – President of Operations
−Removed: The amounts shown in these columns represent the aggregate grant
−Removed: date fair value of common stock and option awards computed in accordance with FASB ASC Topic 718.
−Removed: See “Management’s
−Removed: Discussion and Analysis of Financial Condition and Results of Operations—Share Based Compensation”
−Removed: on page 27 for
−Removed: a discussion of the assumptions made in the valuation of stock and option awards.
−Removed: Employment Agreements
−Removed: The Company has an employment agreement
−Removed: in place with John Camello, President of Nexxis Inc.
−Removed: Incentive Plan
−Removed: In October 2008,
−Removed: the Company adopted, the Euro Trend, Inc.
−Removed: 2008 Equity Incentive Plan (the “2008 Plan).
−Removed: Under the 2008 Plan, we may grant
−Removed: options (including incentive stock options) to purchase our common stock or restricted stock awards to our employees, consultants
−Removed: or non-employee directors.
−Removed: The 2008 Plan is administered by the Board of Directors.
−Removed: Awards may be granted pursuant to the 2008
−Removed: Plan for 10 years from the effective date of the 2008 Plan.
−Removed: Any grant under the 2008 Plan may be repriced, replaced or regranted
−Removed: at the discretion of the Board of Directors.
−Removed: From time to time, we may issue awards pursuant to the 2008 Plan.
−Removed: terms of options granted under the 2008 Plan (all of which have been nonqualified stock options) are consistent with the terms
−Removed: described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End December 31, 2017”
−Removed: table below, including
−Removed: five-year graded vesting schedules and exercise prices equal to the fair market value of our common stock on the date of grant.
−Removed: Stock grants made under the 2008 Plan have not been subject to vesting requirements.
−Removed: The 2008 Plan was terminated with respect
−Removed: to the issuance of new awards as of February 3, 2013.
−Removed: There are 369,839 options outstanding under the 2008 Plan as of December
−Removed: 2010 Incentive
−Removed: On August 12,
−Removed: 2010, the Company adopted the Data Storage Corporation 2010 Incentive Award Plan (the “2010 Plan”) with 2,000,000
−Removed: shares of common stock available for issuance under the terms of the 2010 Plan.
−Removed: On April 23, 2012, the Company amended and restated
−Removed: the 2010 Plan to change the name of the 2010 Plan to the “Amended and Restated Data Storage Corporation Incentive Award
+Added: Tom Kempster –
+Added: President of Operations
+Added: Company does not currently have any employment agreements with its named executive officers or directors.
+Added: Incentive Award Plan
+Added: On August 12, 2010, the Company
+Added: adopted the Data Storage Corporation 2010 Incentive Award Plan (the “2010 Plan”) that provided for 2,000,000 shares of common
+Added: stock reserved for issuance under the terms of the 2010 Plan;
+Added: which was amended on September 25, 2013 to increase the number of shares
+Added: of common stock reserved for issuance under the Plan to 5,000,000 shares of common stock;
+Added: which was further amended on June 20, 2017 to
+Added: increase the number of shares of common stock reserved for issuance under the Plan to 8,000,000 shares of common stock;
+Added: and further amended
+Added: on July 1, 2019 to increase the number of shares of common stock reserved for issuance under the Plan to 10,000,000 shares of common stock.
+Added: On April 23, 2012, the Company amended and restated the 2010 Plan to change the name to the “Amended and Restated Data Storage Corporation
+Added: Incentive Award Plan”
(the “Plan”).
−Removed: On September 25, 2013, by written consent in lieu of a meeting by the stockholders owning
−Removed: a majority of the outstanding shares of Common Stock of the Company and by unanimous written consent of the Board of Directors
−Removed: in lieu of a meeting, the Plan was amended and restated to reserve 5,000,000 shares of common stock available for issuance under
−Removed: the terms of the Plan.
−Removed: On June 20, 2017, by written consent in lieu of a meeting by the stockholders owning a majority of the
−Removed: outstanding shares of Common Stock of the Company and by unanimous written consent of the Board of Directors in lieu of a meeting,
−Removed: the Plan was amended and restated to reserve 8,000,000 shares of common stock available for issuance under the terms of the Plan.
−Removed: On July 1, 2019, by written consent in lieu of a meeting by the stockholders owning a majority of the outstanding shares of Common
−Removed: Stock of the Company and by unanimous written consent of the Board of Directors in lieu of a meeting, the Plan was amended and
−Removed: restated to reserve 10,000,000 shares of common stock available for issuance under the terms of the Plan The Plan is intended
−Removed: to promote the interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and
−Removed: independent contractors (collectively referred to as the “Participants”) and enabling such Participants to participate
−Removed: in the long-term growth and financial success of the Company.
−Removed: Under the Plan, the Company may grant stock options, which are intended
−Removed: to qualify as “incentive stock options”
−Removed: under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified
−Removed: stock options, stock appreciation rights and restricted stock awards, which are restricted shares of common stock (collectively
−Removed: referred to as “Incentive Awards”).
−Removed: Incentive Awards may be granted pursuant to the Plan for 10 years from the Effective
−Removed: From time to time, we may issue Incentive Awards pursuant to the Plan.
−Removed: Each of the awards will be evidenced by and issued
−Removed: under a written agreement.
+Added: The Plan was intended to promote the interests of the Company by attracting and
+Added: retaining exceptional employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”)
+Added: and enabling such Participants to participate in the long-term growth and financial success of the Company.
+Added: Under the Plan, the Company
+Added: had the right to grant stock options, which are intended to qualify as “incentive stock options”
+Added: under Section 422 of the
+Added: Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights and restricted stock awards, which were
+Added: restricted shares of common stock (collectively referred to as “Incentive Awards”).
+Added: Incentive Awards were granted pursuant
+Added: to the Plan for 10 years from the Effective Date.
There are 8,305,985 options outstanding under the Plan as of December 31, 2020.
−Removed: If an incentive
−Removed: award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection
−Removed: with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under
−Removed: The number of shares subject to the Plan, and the number of shares and terms of any Incentive Award may be adjusted
−Removed: in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock
−Removed: split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or
−Removed: similar transaction.
−Removed: Outstanding Equity Awards at Fiscal Year-End
−Removed: December 31, 2019
−Removed: Approval Date
+Added: 2010 Plan expired on October 21, 2020 and accordingly, there are no shares available for future grants.
+Added: March 8, 2021, our Board and stockholders owning in excess of 50% of our outstanding voting securities approved and adopted the 2021
+Added: Stock Incentive Plan (the “2021 Plan”).
+Added: Pursuant to the terms of the 2021 Plan we can grant stock options, restricted stock
+Added: unit awards and other awards at levels determined appropriate by our Board and/or compensation committee.
+Added: The 2021 Plan also allows us
+Added: to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees,
+Added: directors and consultants, and to provide long-term incentives that align the interests of our employees, directors and consultants with
+Added: the interests of our stockholders.
+Added: An aggregate of 15,000,000 shares of our common stock may be issued under the 2021 Plan, subject to
+Added: equitable adjustment in the event of future stock splits, and other capital changes.
+Added: Equity Awards at Fiscal Year-End December 31, 2020
Exercisable(1)
−Removed: Vested options under the Plan.
−Removed: Unvested options under the Plan.
−Removed: On March 23, 2011 (the “Stock Grant Date”), Mr.
−Removed: Piluso was issued a stock grant of 571,429 shares of common stock at $0.35 per share (the “Stock Grant”).
+Added: Unexercisable
+Added: Vested options under the
+Added: Unvested options under
+Added: On March 23, 2011 (the
+Added: “Stock Grant Date”), Mr.
+Added: Piluso was issued a stock grant of 571,429 shares of common stock at $0.35 per share (the “Stock
+Added: Grant”).
Piluso received the Stock Grant in lieu of his annual compensation for 2010.
−Removed: The Stock Grant was fully vested on the Stock
+Added: The Stock Grant was fully vested
+Added: on the Stock Grant Date.
The Stock Grant was issued to Mr.
Piluso pursuant to the 2008 Plan.
−Removed: The Stock Grant was fully vested on the Stock
−Removed: On June 18, 2012, the Stock Grant issuance was rescinded and replaced with a stock option to acquire 548,780 shares
−Removed: of common stock at an exercise price of $0.39 per share.
+Added: On June 18, 2012, the Stock Grant issuance
+Added: was rescinded and replaced with a stock option to acquire 548,780 shares of common stock at an exercise price of $0.39 per share.
In addition, on June 18, 2012, Mr.
−Removed: Piluso received a stock
−Removed: option to acquire 357,143 shares of common stock at an exercise price of $0.39 per share.
−Removed: On December 15, 2009 (the “Option Issuance Date”),
−Removed: Piluso was issued a stock option to acquire 250,000 shares of common stock at an exercise price of $0.36 per share (the
−Removed: “Stock Option”).
−Removed: The Stock Option was issued to Mr.
−Removed: Piluso in lieu of his annual compensation for 2009.
−Removed: Option was fully vested on the Option Issuance Date and has an expiration date of December 14, 2019.
−Removed: These options were extended
−Removed: for one year based on the resolution from the December 11, 2019 board meeting.
−Removed: The Stock Options was issued to Mr.
−Removed: pursuant to the 2008 Plan.
−Removed: The stock options were issued in consideration for services
−Removed: provided as a member of the Board of Directors.
−Removed: The stock options were issued in consideration for services
−Removed: provided as a member of the Board of Advisors.
−Removed: Compensation of Directors
−Removed: The following
−Removed: summary compensation table sets forth all compensation awarded to, earned by, or paid to the named directors paid by the Company
−Removed: during the fiscal year ended December 31, 2019.
−Removed: Director Name
−Removed: Fees earned or paid
−Removed: Option awards (1)(2)
−Removed: Non-equity incentive
−Removed: Non-qualified deferred
−Removed: All other compensation
+Added: Piluso received a stock option to acquire 357,143 shares of common stock at an exercise price
+Added: of $0.39 per share.
+Added: The stock options were
+Added: issued in consideration for services provided as a member of the Board.
+Added: The stock options were
+Added: issued in consideration for services provided as a member of the Board of Advisors.
+Added: These option awards vested
+Added: 100% three months from the grant date.
+Added: These option awards vested/vest
+Added: 33.33% on each of the one- year, two- year and three- year anniversary following the grant date.
+Added: following summary compensation table sets forth all compensation awarded to, earned by, or paid to the Company’s directors during
+Added: the fiscal year ended December 31, 2020.
+Added: During the year ended December 31, 2020, no compensation was paid to any Company director.
Harold Schwartz
2 unchanged sentences
Matthew Grover
−Removed: The stock options were issued in consideration for services
−Removed: provided as a member of the Board of Directors.
−Removed: The amounts shown in these columns represent the aggregate grant
−Removed: date fair value of common stock and option awards computed in accordance with FASB ASC Topic 718.
−Removed: See “Management’s
−Removed: Discussion and Analysis of Financial Condition and Results of Operations—Share Based Compensation”
−Removed: on page 14 for
−Removed: a discussion of the assumptions made in the valuation of stock and option awards.
−Removed: Piluso was issued stock option to acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining
−Removed: 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Schwartz was issued stock option to
−Removed: acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Kempster was issued stock option to
−Removed: acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Maglione was issued stock option to
−Removed: acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Coghlan was issued stock option to
−Removed: acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Argen was issued stock option to acquire
−Removed: 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Hoffman was issued stock option to
−Removed: acquire 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: 33,333 of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Stein was issued stock option to acquire
−Removed: 100,000 shares of common stock at an exercise price of $0.054.
−Removed: 33,333 of the options will vest on December 11, 2020;
−Removed: of the options will vest on December 11, 2021 and the remaining 33,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Grover was issued stock option to acquire
−Removed: 25,000 shares of common stock at an exercise price of $0.054.
−Removed: 8,333 of the options will vest on December 11, 2020;
−Removed: the options will vest on December 11, 2021 and the remaining 8,334 will vest on December 11, 2022.
−Removed: On December 11, 2019 Mr.
−Removed: Correll was issued stock option to
−Removed: acquire 25,000 shares of common stock at an exercise price of $0.054.
−Removed: 8,333 of the options will vest on December 11, 2020;
−Removed: 8,333 of the options will vest on December 11, 2021 and the remaining 8,334 will vest on December 11, 2022.
−Removed: Securities Authorized for Issuance
−Removed: Under Equity Compensation Plans
−Removed: has two share-based equity compensation plans, the 2008 Equity Incentive Plan (the”2008 Plan”) and the Amended and
−Removed: Restated Data Storage Corporation Incentive Award Plan (the “Plan”).
−Removed: Descriptions of these plans are presented above.
−Removed: As of the end
−Removed: of 2019 we had the following securities authorized for issuance under our equity compensation plans:
−Removed: securities to be
−Removed: Weighted-average
−Removed: exercise price of
−Removed: outstanding options,
−Removed: warrants and rights
−Removed: available for
−Removed: future issuance
−Removed: plans (excluding
−Removed: securities reflected
−Removed: Plan Category
−Removed: Equity compensation plans
−Removed: approved by security holders
−Removed: 8,425,824 (1)
−Removed: As of the end of fiscal year
−Removed: 2019, we had 8,425,824 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the
−Removed: 2008 Plan and the 2010 Plan.
−Removed: As of end of fiscal year, 2019, there were warrants outstanding to purchase 133,334 shares
−Removed: of common stock at a weighted average exercise price of $0.001, none of which were granted pursuant to the 2008 Plan or the
+Added: table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current non-employee directors
+Added: and former non-employee directors who served as directors during the year ended December 31, 2020.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: following table sets forth certain information, as of March 30, 2020, with respect to the beneficial ownership of the outstanding
−Removed: common stock by (i) any holder of more than five (5%) percent;
−Removed: (ii) each of the Company’s executive officers and directors;
−Removed: and (iii) the Company’s directors and executive officers as a group.
−Removed: Except as otherwise indicated, each of the stockholders
−Removed: listed below has sole voting and investment power over the shares beneficially owned.
−Removed: Name and Address of Beneficial Owner (1)(2)
−Removed: Piluso (4) (15)
−Removed: John Coghlan (7) (15)
+Added: following table sets forth certain information, as of March 31, 2021 with respect to the beneficial ownership of the outstanding common
+Added: stock by (i) any holder of more than five (5%) percent;
+Added: (ii) each of the Company’s executive officers and directors;
+Added: and (iii) the
+Added: Company’s directors and executive officers as a group.
+Added: Except as otherwise indicated, each of the stockholders listed below has
+Added: sole voting and investment power over the shares beneficially owned.
+Added: Except as otherwise indicated, each of the stockholders listed
+Added: below has sole voting and investment power over the shares beneficially owned.
+Added: The address for each person is 48 South Service Road, Melville,
+Added: New York 11747 except for Jan Burman, 67 Clinton Road, Garden City, NY 11530.
+Added: Name of Beneficial Owner
+Added: Piluso and affiliated entities (4) (14)
Schwartz (5) (14)
−Removed: Cliff Stein (5) (15)
Kempster (9) (10) (14)
4 unchanged sentences
Todd Correll (12) (14)
−Removed: All Executive Officers and Directors as a group
−Removed: ______________
−Removed: address for each person is 48 South Service Road, Melville, New York 11747.
−Removed: the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to
−Removed: vote or direct the voting of such security or the power to dispose or direct the disposition of such security.
−Removed: also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within
−Removed: Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment
−Removed: power with respect to the shares of common stock beneficially owned.
−Removed: upon 128,3139,418 shares of common stock issued and outstanding as of April 1, 2020 and options that can be acquired within
−Removed: 60 days of April 1, 2020.
−Removed: Unless otherwise indicated in the footnotes to the above table and subject to community property
−Removed: laws where applicable, we believe that each shareholder named in the above table has sole or shared voting and investment
−Removed: power with respect to the shares indicated as beneficially owned.
−Removed: (i) 13,625,634 shares of common stock held individually, (ii) 3,269,863 shares of common stock held by Piluso Family Associates,
−Removed: (iii) 9,204,614 shares of common stock held by The Bella Vita 2012 Trusts, (iv) 9,204,614 shares of common stock held by The
−Removed: Lasata 2012 Trusts, (v) options to acquire 1,484,095 shares of common stock and (vi) a common stock purchase warrant exercisable
−Removed: for 66,667 shares of common stock.
−Removed: Piluso is the co-manager and has shared voting control over the shares of common stock
−Removed: of the Company held by Piluso Family Associates, LLC.
+Added: All Executive Officers and Directors as a group (8 persons)
+Added: 5% or More Stockholders
+Added: Clifford Stein (13)
+Added: Jan Burman (15)
+Added: Based on 128,539,418 shares of common stock outstanding as of March 31, 2021.
+Added: Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security.
+Added: A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of March 31, 2021.
+Added: Unless otherwise indicated by footnote, the named entities or individuals have sole voting and investment power with respect to the shares of common stock beneficially owned.
+Added: Based on 1,401,786 shares of Series A Preferred Stock outstanding as of March 31, 2021.
+Added: Each share of Series A Preferred Stock converts to one share of common stock and is entitled to one vote per share of common stock into which it is convertible and votes together with the common stock.
+Added: Based on 128,539,418 shares of common stock outstanding as of March 31,
+Added: 2021 and 1,401,786 shares of Series A Preferred Stock for a total of 129,941,204 votes.
+Added: Percent of Total Voting Power for each beneficial
+Added: owner is derived by dividing the (i) sum of the common stock votes, the number of votes of Series A Preferred Stock such holder has to
+Added: cast and all securities such person has the right to acquire beneficial ownership of within 60 days of March 31, 2021, by (ii) 129,941,204
+Added: plus the amount of any securities such person has the right to acquire beneficial ownership within 60 days of March 31, 2021.
+Added: Includes (i) 13,625,634 shares of common stock held individually, (ii) 3,269,863 shares of common stock held by Piluso Family Associates, (iii) 9,204,614 shares of common stock held by The Bella Vita 2012 Trusts, (iv) 9,204,614 shares of common stock held by The Lasata 2012 Trusts, (v) stock options to acquire 1,139,254 shares of common stock at exercise prices ranging from $0.060 to $0.39, and (vi) a common stock purchase warrant exercisable to acquire 66,667 shares of common stock exercisable at $0.01.
+Added: Piluso is the co-manager and has shared voting control with his spouse over the shares of common stock of the Company held by Piluso Family Associates, LLC.
Piluso and his wife are the trustees of the trusts.
−Removed: (i) 10,717,301 shares of common stock and (ii) 309,918 shares of common stock issuable upon exercise of stock options.
−Removed: (i) 32,334,968 shares of common stock and (ii) 237,359 shares of common stock issuable upon exercise of stock options.
−Removed: (i) 5,862,330 shares of common stock held individually, (ii) options to acquire 333,499 shares of common stock and (iii) a
−Removed: common stock purchase warrant exercisable for 66,667 shares of common stock.
−Removed: (i) 33,172 shares of common stock held individually and (ii) options to acquire 328,172 shares of common stock.
−Removed: options to acquire 328,172 shares of common stock.
−Removed: options to acquire 228,172 shares of common stock.
−Removed: (i) 32,334,968 shares of common stock and (ii) 166,666 shares of common stock issuable upon exercise of stock options.
+Added: Includes (i) 32,334,968 shares of common stock, (ii) 300,000 shares of common stock held by Systems Trading, Inc., and (iii) 169,202 shares of common stock issuable upon the exercise of stock options at exercise prices ranging from $0.060 to $0.39.
+Added: Schwartz is the owner of and has voting control over the shares of common stock of the Company held by Systems Trading, Inc.
+Added: Includes (i) 33,172 shares of common stock held individually and (ii) options to acquire 233,331 shares of common stock at exercise prices ranging from $0.05 to $0.35 per share.
+Added: Includes options to acquire 233,331 shares of common stock at exercise prices ranging from $0.05 to $0.35 per share.
+Added: Includes options to acquire 233,331 shares of common stock at exercise prices ranging from $0.05 to $0.35 per share.
+Added: Includes (i) 31,934,968 shares of common stock and (ii) 99,999 shares of common stock issuable upon the exercise of stock options at exercise prices ranging from $0.050 to $0.060 per share.
Kempster made open market sales of an aggregate of 20,000 shares of common stock between January and February 2019.
−Removed: options to acquire 25,000 shares of common stock.
−Removed: options to acquire 25,000 shares of common stock.
−Removed: and/or director of the Company.
+Added: Includes options to acquire 8,333 shares of common stock exercisable at $0.054.
+Added: Includes (i) 25,000 shares of common stock and (ii) 8,333 shares of common stock issuable upon the exercise of stock options exercisable at $0.054.
+Added: Includes 10,717,302 shares of common stock.
+Added: Current officer and/or director of the Company.
+Added: Includes 1,401,786 shares of Series A Preferred Stock held individually.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
+Added: As of December 31, 2020, we had
+Added: awards outstanding under our Amended and Restated Data Storage Corporation Incentive Award Plan:
+Added: securities to be
+Added: exercise price of
+Added: available for
+Added: future issuance
+Added: plans (excluding
+Added: Plan Category
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by stockholders
+Added: During the year ended December 31, 2020, we had awards outstanding under the 2010 Plan.
+Added: As of the end of fiscal year 2020, we had 8,305,985 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2010 Plan.
+Added: The securities available under the Plan for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc.
+Added: As of end of fiscal year 2020, there were warrants outstanding to purchase 133,334 shares of common stock at a weighted average exercise price of $0.001, none of which were granted pursuant to the 2008 Plan or the 2010 Plan.
+Added: The 2010 Plan expired on October 21, 2020.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Directors has determined, after considering all the relevant facts and circumstances, that during the fiscal year ended December
−Removed: 31, 2019 each of Messrs.
−Removed: Argen, Hoffman, Coghlan, Stein, Correll and Grover were independent directors, as “independence”
−Removed: is defined in the federal securities laws and the Nasdaq Marketplace Rules.
+Added: The Board of Directors has determined,
+Added: after considering all the relevant facts and circumstances, that during the fiscal year ended December 31, 2020 each of Messrs.
+Added: Hoffman, Coghlan, Stein, Correll, Maglione and Grover were independent directors, as that term is defined in the federal securities laws
+Added: and the Nasdaq Marketplace Rules.
+Added: On April 1, 2018, the Company
+Added: entered into an equipment lease agreement with Systems Trading Inc.
+Added: (“Systems Trading”), a company for which Mr.
+Added: Schwartz, our President and Director, serves as the Chief Executive Officer and President (“Systems Trading”) to refinance
+Added: all leases into one lease.
+Added: This lease obligation is payable to Systems Trading with bi-monthly installments of $23,475.
+Added: The lease carries
+Added: an interest rate of 5% and is a four -year lease.
+Added: The term of the lease ends April 16, 2022.
+Added: Systems Trading is owned and operated by
+Added: the Company’s President, Hal Schwartz.
+Added: On January 1, 2019, the Company
+Added: entered into an equipment agreement with Systems Trading.
+Added: This lease obligation is payable to Systems Trading with monthly installments
+Added: The lease carries an interest rate of 6.75% and is a five-year lease.
+Added: The term of the lease ends December 31, 2023.
+Added: On April 1, 2019, the Company
+Added: entered into two equipment lease agreements with Systems Trading to add new data center equipment.
+Added: The first lease calls for monthly payments
+Added: of $1,328 and expires on March 1, 2022.
+Added: It carries an interest rate of 7%.
+Added: The second lease calls for monthly payments of $461 and expires
+Added: on March 1, 2022.
+Added: It carries an interest rate of 6.7%.
+Added: On January 1, 2020, the Company
+Added: entered into a new equipment lease agreement with Systems Trading Inc.
+Added: to lease equipment.
+Added: The lease obligation is payable to Systems
+Added: Trading with monthly installments of $10,534.
+Added: The lease carries an interest rate of 6% and is a three-year lease.
+Added: The term of the lease
+Added: ends January 1, 2023.
+Added: On March 4, 2021, the Company
+Added: entered into a new equipment lease agreement with Systems Trading effective April 1, 2021.
+Added: This lease obligation is payable to Systems
+Added: Trading with monthly installments of $1,566.82 and expires on March 31, 2024.
+Added: The lease carries an interest rate of 8%.
+Added: The Company received funds of
+Added: $37,954 and $12,794 during the years ended December 31, 2020 and 2019, respectively from Nexxus Capital LLC, a company owned by Charles
+Added: Piluso and Harold Schwartz.
+Added: Nexxus Capital LLC was formed to purchase equipment and provide equipment leases to the Company’s customers.
+Added: Except as disclosed herein and
+Added: under the section titled “Executive Compensation,”
+Added: there were no related party transactions during the two year’s ended
+Added: December 31, 2020 or the current year.
+Added: On December 11, 2019, we issued
+Added: to (i) each of Messrs.
+Added: Piluso, Schwartz and Kempster options to purchase 100,000 shares of common stock having an exercise price of $.60
+Added: per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating on December 10, 2029;
+Added: (ii) each of Messrs.
+Added: Kempster, Coghlan, Argen, Hoffman, Stein and Maglione options to purchase 100,000 shares of common stock having an
+Added: exercise price of $.54 per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating
+Added: on December 10, 2029;
+Added: and (iii) each of Messrs.
+Added: Correll and Grover options to purchase 25,000 shares of common stock having an exercise
+Added: price of $.54 per share, vesting over three years on the one, two and three year anniversary of the grant date and terminating on December
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: years ended December 31, 2019 and 2018 was billed approximately $70,500 and $69,500 for professional services rendered for the
−Removed: audit and review of its financial statements.
−Removed: Audit Related Fees
−Removed: For audit related
−Removed: services for the years ended December 31, 2019 and 2018 will be billed approximately $0 and $0 respectively.
−Removed: For DSC’s
−Removed: fiscal years ended December 31, 2019 and 2018, it was billed approximately $7,500 and $7,500 respectively for professional services
−Removed: rendered for tax compliance, tax advice, and tax planning.
−Removed: All Other Fees
−Removed: other fees related to services rendered by its principal accountant for the fiscal years ended December 31, 2019 and 2018 and
−Removed: will be billed approximately $0 and $0.
−Removed: Our audit committee
−Removed: pre-approves all services provided by our independent auditors.
−Removed: All of the above services and fees were reviewed and approved
−Removed: by the entire audit committee either before or after the respective services were rendered.
+Added: following table sets forth the aggregate audit related fees including expenses billed to us for the years ended December
+Added: 31, 2020 and 2019 by Rosenberg Rich Baker Berman & Company P.A.
+Added: Audit Fees and Expenses (1)
+Added: fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements
+Added: of the Company, professional services rendered for issuance of consents and assistance with review of documents filed with
+Added: Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered
+Added: public accounting firm, including the fees and terms of such services.
+Added: These procedures include reviewing detailed back-up documentation
+Added: for audit and permitted non-audit services.
+Added: The documentation includes a description of, and a budgeted amount for, particular
+Added: categories of non-audit services that are recurring in nature and therefore anticipated at the time that the budget is submitted.
+Added: Audit Committee approval is required to exceed the pre-approved amount for a particular category of non-audit services and to
+Added: engage the independent registered public accounting firm for any non-audit services not included in those pre-approved amounts.
+Added: For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules on auditor
+Added: independence promulgated by the SEC and the PCAOB.
+Added: The Audit Committee also considers whether the independent registered public
+Added: accounting firm is best positioned to provide the most effective and efficient service, based on such reasons as the auditors
+Added: familiarity with our business, people, culture, accounting systems, risk profile, and whether the services enhance our ability
+Added: to manage or control risks, and improve audit quality.
+Added: The Audit Committee may form and delegate pre-approval authority to subcommittees
+Added: consisting of one or more members of the Audit Committee, and such subcommittees must report any pre-approval decisions to the
+Added: Audit Committee at its next scheduled meeting.
+Added: All of the services provided by the independent registered public accounting firm
+Added: were pre-approved by the Audit Committee.
+Added: audit committee pre-approves all services provided by our independent auditors.
+Added: All of the above services and fees were reviewed
+Added: and approved by the entire audit committee before the respective services were rendered.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
−Removed: a) Documents filed as part of this
−Removed: Annual Report
+Added: Exhibits and Financial Statement Schedules
+Added: following financial statements are included in this Annual Report for the fiscal years ended December 31, 2020 and
+Added: of Independent Registered Public Accounting Firm
+Added: Balance Sheets as of December 31, 2020 and 2019
+Added: Statements of Operations for the years ended December 31, 2020 and 2019
+Added: Statements of Cash Flows for the years ended December 31, 2020 and 2019
+Added: Statements of Stockholders Equity for the years ended December 31, 2020 and 2019
Consolidated Financial Statements
−Removed: Financial Statement Schedules
−Removed: listed in the following table have been filed with, or incorporated by reference into, this Report.
−Removed: The exhibits listed in the
−Removed: following table have been filed with this report.
−Removed: of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s
−Removed: Registration Statement on Form SB-2 filed on December 17, 2007 (the “SB-2”)).
−Removed: 3.2 Certificate
−Removed: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
−Removed: Form 8-K filed on October 24, 2008).
−Removed: 3.3 Certificate
−Removed: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1.1
−Removed: on Form 8-K filed on January 6, 2009).
−Removed: (incorporated by reference to Exhibit 3.2 to the SB-2).
−Removed: Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 24, 2008).
−Removed: Exchange Agreement, dated October 20, 2008, by and among Euro Trend Inc., Data Storage
−Removed: Corporation and the shareholders of Data Storage Corporation named on the signature page
−Removed: thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 24, 2008).
−Removed: Exchange Agreement, dated October 20, 2008, by and among, Euro Trend Inc., Data Storage
−Removed: Corporation and the shareholders of Data Storage Corporation named on the signature page
−Removed: thereto (incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on June 29, 2009).
−Removed: 4.3 Registration
−Removed: Rights Agreement, dated November 29, 2011, by and between Data Storage Corporation and
−Removed: Southridge Partners II, LP (incorporated herein by reference to Exhibit 10.2 to Form
−Removed: 8-K filed on December 2, 2011).
−Removed: Purchase Agreement, dated November 29, 2011, by and between Data Storage Corporation
−Removed: and Southridge Partners II, LP (incorporated herein by reference to Exhibit 10.2 to Form
−Removed: 8-K filed on December 2, 2011).
−Removed: 4.5 Convertible
−Removed: Promissory Note, dated February 28, 2013, by and between the Company and John F.
−Removed: (incorporated herein by reference to Exhibit 4.1 to Form 10-Q filed on May 20, 2013)
−Removed: to Purchase Common Stock, dated February 28, 2013, by and between the Company and John
−Removed: Coghlan (incorporated herein by reference to Exhibit 4.2 to Form 10-Q filed on May
−Removed: 4.7 Securities
−Removed: Purchase Agreement, dated February 28, 2013, by and between the Company and John F.
−Removed: (incorporated herein by reference to Exhibit 10.1 to Form 10-Q filed on May 20, 2013)
−Removed: 4.8 Securities
−Removed: Purchase Agreement between Charles M.
−Removed: Piluso and the Company dated as of August 9, 2013
−Removed: (incorporated by reference to Exhibit 2.3 of Schedule 13D/A No.
−Removed: 1 filed by Charles M.
−Removed: Piluso on August 14, 2013 (File No.
−Removed: 005- 84248)).
−Removed: Convertible Promissory Note due April 30, 2015 (incorporated by reference to Exhibit
−Removed: 2.4 of Schedule 13D/A No.
−Removed: 1 filed by Charles M.
−Removed: Piluso on August 14, 2013 (File No.
−Removed: to Purchase Common Stock dated as of August 9, 2013 (incorporated by reference to Exhibit
−Removed: 2.5 of Schedule 13D/A No.
−Removed: 1 filed by Charles M.
−Removed: Piluso on August 14, 2013 (File No.
−Removed: Purchase Agreement dated November 10, 2008, by and between Novastor Corporation as Seller
−Removed: and Data Storage Corporation as Purchaser (incorporated by reference to Exhibit 10.1
−Removed: to Form 8-K filed on November 12, 2008).
−Removed: Venture –
−Removed: Strategic Alliance Agreement, dated March 2, 2010, by and between Data
−Removed: Storage Corporation and United Telecomp, LLC (incorporated by reference to Exhibit 10.1
−Removed: to Form 8-K filed on March 3, 2010).
−Removed: Sheet for Acquisition by Data Storage Corporation of 80% of the Equity of e-ternity Business
−Removed: Continuity Consultants, Inc., dated May 16, 2013 (incorporated by reference to Exhibit
−Removed: 99.1 to Form 8-K, filed on May 30, 2013).
−Removed: Sheet for Acquisition by Data Storage Corporation of Message Logic, Inc., dated August
−Removed: 31, 2013 (incorporated by reference to Exhibit 99.1 to Form 8-K filed on September 4,
−Removed: Purchase Agreement, dated June 17, 2010, between SafeData, LLC and Data Storage Corporation
−Removed: (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 23, 2010).
−Removed: Purchase Agreement, dated October 31, 2013, by and between Data Storage Corporation and
−Removed: Message Logic, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to Form 8-K filed on January
−Removed: Purchase Agreement, dated October 31, 2013, by and between Data Storage Corporation and
−Removed: Zojax Group, LLC (incorporated by reference to Exhibit 10.
−Removed: 1 to Form 8-K filed on November
−Removed: of Employment Agreement between Peter Briggs and Data Storage Corporation (incorporated
−Removed: by reference to Exhibit 10.2 to Form 8-K filed on June 23, 2010).
−Removed: Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1
−Removed: on Form S-8/A filed on October 25, 2010).
−Removed: 10.10 Amended
−Removed: and Restated Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference
−Removed: to Exhibit 10.1 to Form 8-K filed on April 26, 2013).
−Removed: Purchase Agreement, dated as of March 1, 2011, by and between Data Storage Corporation
−Removed: Coghlan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March
−Removed: Purchase Agreement, dated September 7, 2013, by and between Data Storage Corporation
−Removed: Coghlan (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September
−Removed: Purchase Agreement, dated September 7, 2013, by and between Data Storage Corporation
−Removed: and Clifford Stein (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September
−Removed: Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation
−Removed: and Jan Burman (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September
−Removed: Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation
−Removed: and Charles M.
−Removed: Piluso (incorporated by reference to Exhibit 2.2 to Form 8-K filed on
−Removed: September 21, 2013).
−Removed: Purchase Agreement, dated September 18, 2013, by and between Data Storage Corporation
−Removed: and Piluso Family Associates (incorporated by reference to Exhibit 2.3 to Form 8-K filed
−Removed: on September 21, 2013).
−Removed: Purchase Agreement by and between ABC Services Inc., and Data Storage Corporation Inc.
−Removed: and Data Storage Corporation as of October 25, 2016 (incorporated by reference to Exhibit
−Removed: 10.1 to Form 8K filed on October 31, 2016)
−Removed: Purchase Agreement by and between ABC Services II Inc., and Data Storage Corporation
−Removed: and Data Storage Corporation as of October 25, 2016 (incorporated by reference to
−Removed: Exhibit 10.2 to Form 8K filed on October 31, 2016)
−Removed: 10.19 Conversion
−Removed: Agreement by and between Data Storage Corporation and Charles M.
−Removed: Piluso dated October
−Removed: 25, 2016 (incorporated by reference to Exhibit 10.3 to Form 8K filed on October 31, 2016)
−Removed: 10.20 Conversion
−Removed: Agreement by and between Data Storage Corporation and John F.
−Removed: Coghlan dated October 25,
−Removed: 2016 (incorporated by reference to Exhibit 10.4 to Form 8K filed on October 31, 2016)
−Removed: 10.21 Conversion
−Removed: Agreement by and between Data Storage Corporation and Clifford Stein dated October 25,
−Removed: 2016 (incorporated by reference to Exhibit 10.5 to Form 8K filed on October 31, 2016).
−Removed: of Stockholder Agreement by and between Data Storage Corporation, Nexxis Inc., and John
−Removed: Camello dated November 13, 2018 (incorporated by reference to Exhibit 10.22 to Form 10Q
−Removed: filed November 19, 2018).
−Removed: of Employment Agreement by and between Data Storage Corporation, Nexxis Inc., and John
−Removed: Camello dated November 13, 2017 (incorporated by reference to Exhibit 10.23 to Form 10Q
+Added: financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated
+Added: Financial Statements or related notes.
+Added: exhibits set forth in the accompanying exhibit index below are either filed as part of this report or are incorporated herein
+Added: by reference:
+Added: of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form SB-2 (File
+Added: 333-148167) filed on December 19, 2007).
+Added: of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K (File No.
+Added: 333-148167) filed
+Added: on October 24, 2008).
+Added: Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K (File No.
+Added: 333-148167) filed
+Added: on January 9, 2009).
+Added: (incorporated by reference to Exhibit 3.2 to the to the Registrants Registration Statement on Form SB-2 (File No.
+Added: filed on December 19, 2007).
+Added: Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K (File No.
+Added: 333-148167) filed on October 24, 2008) .
+Added: of Certificate of Amendment to the Articles of Incorporation (incorporated by reference to Appendix A to the Information Statement
+Added: on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 7, 2008 (incorporated
+Added: by reference to Appendix C to the Information Statement on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and
+Added: Exchange Commission on March 8, 2021).
+Added: of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles
+Added: of Incorporation dated October 7, 2008 (incorporated by reference to Appendix C to the Information Statement on Schedule 14C
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated October 16, 2008 (incorporated
+Added: by reference to Appendix D to the Information Statement on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and
+Added: Exchange Commission on March 8, 2021).
+Added: of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles
+Added: of Incorporation dated October 16, 2008 (incorporated by reference to Appendix D to the Information Statement on Schedule
+Added: 14C (File No.
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated January 6, 2009 (incorporated
+Added: by reference to Appendix E to the Information Statement on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and
+Added: Exchange Commission on March 8, 2021).
+Added: of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles
+Added: of Incorporation dated January 6, 2009 (incorporated by reference to Appendix E to the Information Statement on Schedule 14C
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation dated June 24, 2009 (incorporated
+Added: by reference to Appendix F to the Information Statement on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and
+Added: Exchange Commission on March 8, 2021).
+Added: of Certificate of Validation and Ratification of the Certificate of Correction to the Certificate of Amendment to the Articles
+Added: of Incorporation dated June 24, 2009 (incorporated by reference to Appendix F to the Information Statement on Schedule 14C
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Designations, Preferences and Rights of Series A Preferred Stock of Data Storage Corporation (incorporated by reference
+Added: to Appendix F to the Information Statement on Schedule 14C (File No.
+Added: 001-35384) filed with the Securities and Exchange Commission
+Added: on March 8, 2021).
+Added: Exchange Agreement, dated October 20, 2008, by and among Euro Trend Inc., Data Storage Corporation and the shareholders of
+Added: Data Storage Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K (File
+Added: 333-148167) filed on October 24, 2008) .
+Added: Exchange Agreement, dated October 20, 2008, by and among, Euro Trend Inc., Data Storage Corporation and the shareholders of
+Added: Data Storage Corporation named on the signature page thereto (incorporated by reference to Exhibit 10.1 to Form 8-K/A (File
+Added: 333-148167) filed on June 29, 2009) .
+Added: Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 on Form S-8/A (File No.
+Added: filed on October 25, 2010).
+Added: and Restated Data Storage Corporation 2010 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Form 8-K (File
+Added: 001-35384) filed on April 26, 2012).
+Added: Storage Corporation 2021 Stock Incentive Plan (incorporated by reference to Appendix B to the Information Statement on Schedule
+Added: 14C (File No.
+Added: 001-35384) filed with the Securities and Exchange Commission on March 8, 2021).
+Added: of Securities.
+Added: Purchase Agreement by and between ABC Services Inc., and Data Storage Corporation as of October 25, 2016 (incorporated by
+Added: reference to Exhibit 10.1 to Form 8K filed on October 31, 2016).
+Added: Purchase Agreement by and between ABC Services II Inc., and Data Storage Corporation as of October 25, 2016 (incorporated
+Added: by reference to Exhibit 10.2 to Form 8K (File No.
+Added: 001-35384) filed on October 31, 2016).
+Added: of Stockholders Agreement by and between Data Storage Corporation, Nexxis Inc., and John Camello dated November 13, 2017 (incorporated
+Added: by reference to Exhibit 10.23 to Form 10Q (File No.
001-35384) filled November 19, 2018) .
−Removed: of Stock Purchase Agreement by and between Data Storage Corporation and Broadsmart Florida,
+Added: of Employment Agreement between Data Storage Corporation, Nexxis Inc., and John Camello dated November 13, 2017 (incorporated
+Added: by reference to Exhibit 10.23 to Form 10-Q (File No.
+Added: 001-35384) filed November 19, 2018).
+Added: Lease Agreement between Data Storage Corporation and Systems Trading, Inc.
+Added: dated March 15, 2018.
+Added: Lease Agreement between Data Storage Corporation and Systems Trading, Inc.
+Added: dated September 14, 2018.
+Added: Lease Agreement DSC003 between Data Storage Corporation and Systems Trading, Inc.
+Added: dated December 18, 2018.
+Added: Lease Agreement DSC004 between Data Storage Corporation and Systems Trading, Inc.
+Added: dated December 18, 2018.
+Added: 1 to Lease DSC003 between Data Storage Corporation and Systems Trading, Inc.
+Added: dated March 20, 2019.
+Added: 1 to Lease DSC004 between Data Storage Corporation and Systems Trading, Inc.
+Added: dated March 20, 2019.
+Added: Lease Agreement DSC006 between Data Storage Corporation and Systems Trading, Inc.
dated November 12, 2019.
−Removed: Form of Agreement to Unwind and Mutual Release by and between Data Storage Corporation
−Removed: and Broadsmart Florida, Inc.
−Removed: of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-K filed on March 31,
−Removed: of Subsidiaries of Data Storage Corporation (incorporated by reference to Exhibit 21
−Removed: to the Registration Statement on Form S-1 filed on February 6, 2013).
−Removed: 31.1 Certification
−Removed: of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board
−Removed: of Directors Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act.
−Removed: 32.1 Certification
−Removed: of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board
−Removed: of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Pursuant to the requirements of Section
−Removed: 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
−Removed: undersigned, there unto duly authorized.
−Removed: DATA STORAGE CORPORATION
−Removed: /s/ Charles M.
−Removed: Chief Executive Officer
−Removed: Chief Financial Officer
−Removed: Principal Executive Officer
−Removed: Principal Financial Officer
−Removed: Principal Accounting Officer
−Removed: Dated April 14, 2020
−Removed: POWER OF ATTORNEY
−Removed: all persons by these presents that each individual whose signature appears below constitutes and appoints Charles M.
−Removed: Chief Executive Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution,
−Removed: for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange
−Removed: Commission any and all amendments to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file
−Removed: with the Securities and Exchange Commission any and all exhibits to this Report and any and all exhibits and schedules thereto,
−Removed: (iii) act on, sign and file any and all such certificates, notices, communications, reports, instruments, agreements and other
−Removed: documents as may be necessary or appropriate in connection therewith and (iv) take any and all such actions which may be necessary
−Removed: or appropriate in connection therewith, granting unto such agent, proxy and attorney-in-fact, full power and authority to do and
−Removed: perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or
−Removed: could do in person, and hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact, or any of
−Removed: his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
+Added: and Plan of Merger by and between Data Storage Corporation and Flagship Solutions, LLC dated February 4, 2021 (incorporated
+Added: by reference to Exhibit 10.1 to Form 8-K (File No.
+Added: 001-35384) filed on February 10, 2021).
+Added: Amendment, dated February 12, 2021, to the Agreement and Plan of Merger by and between Data Storage Corporation, Data Storage FL, LLC, Flagship Solutions, LLC, and the owners of Equity Interests (as defined therein) dated February 4, 2021 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
+Added: 001-35384) filed on February 16, 2021).
+Added: Lease Agreement DSC007 between Data Storage Corporation and Systems Trading, Inc.
+Added: dated March 4, 2021.
+Added: of Subsidiaries of Data Storage Corporation (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form
+Added: S-1 (File No.
+Added: 333-179396) filed on February 6, 2012) .
+Added: of Rosenberg Rich Baker Berman P.A., Independent Registered Accounting Firm
+Added: Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Exchange Act.
+Added: Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: # Indicates management contract or compensatory plan.
+Added: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
+Added: to be signed on its behalf by the undersigned, there unto duly authorized.
+Added: STORAGE CORPORATION
+Added: Executive Officer
+Added: Financial Officer
+Added: Executive Officer
+Added: Financial Officer
+Added: Accounting Officer)
+Added: March 31, 2021
+Added: Know all persons by these presents
+Added: that each individual whose signature appears below constitutes and appoints Charles M.
+Added: Piluso, our Chief Executive Officer and Chief Financial
+Added: Officer as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name,
+Added: place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments
+Added: to this Report together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission
+Added: any and all exhibits to this Report and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates,
+Added: notices, communications, reports, instruments, agreements and other documents as may be necessary or appropriate in connection therewith
+Added: and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agent, proxy
+Added: and attorney-in-fact, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as
+Added: fully for all intents and purposes as he might or could do in person, and hereby approving, ratifying and confirming all that such agent,
+Added: proxy and attorney-in-fact, or any of his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Charles M.
−Removed: Chief Executive Officer, Chief
−Removed: April 14, 2020
−Removed: Financial Officer, Principal
Executive Officer,
−Removed: Principal Financial Officer
−Removed: Principal Accounting Officer
−Removed: /s/ John Argen
−Removed: April 14, 2020
−Removed: /s/ Joseph B.
−Removed: April 14, 2020
−Removed: /s/ Lawrence A.
−Removed: April 14 2020
−Removed: /s/ John Coghlan
−Removed: April 14, 2020
−Removed: /s/ Cliff Stein
−Removed: April 14, 2020
−Removed: /s/ Harold J.
−Removed: April 14, 2020
−Removed: /s/ Thomas C.
−Removed: April 14, 2020
+Added: Financial Officer,
+Added: Executive Officer,
+Added: Financial Officer and
+Added: Accounting Officer)
+Added: Harold Schwartz
+Added: Thomas Kempster
+Added: Vice President, Director
+Added: Joseph Hoffman
+Added: Lawrence Maglione
+Added: Matthew Grover
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.